Arizona’s New LLC Law Effective 9/1/19

Arizona’s New LLC Law Effective 9/1/192018-07-30T08:00:56+00:00

by Arizona LLC attorney Richard Keyt who has formed 6,200+ Arizona LLCs

On April 10, 2018, Arizona Governor Ducey signed SB 1353, a law that repeals Arizona’s current LLC law that became effective in 1992 and replaces that law in its entirety with the new Arizona Limited Liability Company Act (ALLCA) on September 1, 2019.  All Arizona LLCs (existing LLCs and LLCs created in the future will be subject to ALLCA.

I have written an number of articles about the new law, which has many flaws and problem provisions.  Below is a list of my articles on the new ALLCA.  I encourage you to read the articles so you can learn about the problem provisions in the new ALLCA and what you must do to neutralize these problem provisions.

What You Need to Know About Arizona’s New LLC Law

  • ALLCA applies to all Arizona LLCs created after August 31, 2019.
  • ALLCA applies to ALL Arizona LLCs after August 31, 2020, when existing Arizona LLC law is repealed.
  • All LLCs need an Operating Agreement that: (i) contains language that complies with the new law, and (ii) eliminates the many liability creating provisions contained in ALLCA.
  • If you form an LLC before September 1, 2019, its Operating Agreement needs to have language that complies with current Arizona LLC law and that automatically complies with new LLC law after August 31, 2020.
  • If you have a multi-member LLC it is imperative that the members of the LLC adopt an ALLCA compliant Operating Agreement to eliminate the many liability creating provisions in ALLCA.  See the articles below to learn about why I call ALLCA the liability company act and how a good Operating Agreement can change ALLCA back to the limited liability company act.

Warning:  For the first time ALLCA levies fiduciary duties on members and managers of Arizona LLCs.  New duties means new grounds on which members can sue each other and sue managers.  My nickname for ALLCA is the Arizona liability company act because ALLCA creates many new ways that members and managers can be sued and become liable for money damages.  Almost all of the new duties on members and managers can be eliminated with a good ALLCA compliant Operating Agreement.

Bottom line: If you have an existing Arizona LLC or will form an Arizona LLC in the future your LLC needs an Operating Agreement drafted to comply with ALLCA by modifying some problem provisions and eliminate entirely other problem provisions.

Two Ways to Get an ALLCA Compliant Operating Agreement

1. If you do not yet have an Arizona LLC:  Hire me to form your new Arizona LLC by calling me at 480-664-7478 or completing and submitting my online LLC formation questionnaire.

2.  If you have an Arizona LLC: Hire me to prepare a new or an amended Operating Agreement for your existing Arizona LLC by completing and submitting my onlne LLC Operating Agreement questionnaire.

Subscribe to Our Free ALLCA Email List to Learn about Arizona’s New LLC Law

Click on this link to join our free ALLCA email newsletter list to learn about Arizona’s new limited liability company law.

Text of SB 1353, the New Arizona Limited Liability Company Act

The entire text of Arizona’s new LLC law, Arizona Revised Statues Sections 29-3100 et seq. is on this website.  See the table of contents of the statutes.

ALLCA Articles Written by Richard Keyt

  • Why LLCs Must Have an ALLCA Compliant Operating Agreement: Reason #3.  New LLC Law Warning: Majority in Interest Nightmare.  The definition of the term “majority in interest” in ALLCA could create major economic problems for multi-member LLCs that don’t fix the defective definition of majority in interest contained in ALLCA.  This is a potentially serious economic problem for multi-member LLCs that don’t fix the problem in the LLC’s Operating Agreement.
  • Why LLCs Must Have an ALLCA Compliant Operating Agreement: Reason #1.  New LLC Law Warning: Beware of Section 29-3404.A.  Every multi-member Arizona LLC that wants to make distributions to members based on their percentage ownership of the company needs to adopt an ALLCA complaint Operating Agreement that eliminates the ALLCA requirement that all distributions to members be equal.

How to Hire Richard Keyt to Prepare an ALLCA Compliant Operating Agreement

I invested a lot of time reading and studying Arizona's new LLC law because I know that all existing and future Arizona LLCs need an Operating Agreement that is drafted specifically for Arizona's new ALLCA.  My ALLCA compliant Operating Agreements contains 17 pages of new text that addresses Arizona's new LLC law.

Two ways to get an ALLCA compliant Operating Agreement:

  1. Hire me to form a new Arizona LLC, or
  2. If you have an existing Arizona LLC, hire me to prepare an Operating Agreement for the LLC.

Option 1 Form a New LLC: To hire me, Arizona LLC attorney Richard Keyt (6,200+ LLCs formed and 137 five star Google & Facebook reviews), to form your new LLC complete our online LLC formation questionnaire or call me at 480-664-7478 and give me your information. Your LLC will be formed the first Wednesday or Friday after we are hired.  See the “Contents of the Bronze ($397), Silver ($597) & Gold ($997) LLC Packages.

Option 2 Purchase an Operating Agreement:  If you have an existing Arizona LLC and want to upgrade to a new ALLCA compliant Operating Agreement complete our online Operating Agreement questionnaire.